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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 
 FORM 10-KSB/A
 
 þ
    
    Annual report under Section 13 or 15(d) of the Securities Exchange Act of 1934.
 For the fiscal year ended March 31, 2006
 o
    
    Transition report under Section 13 or 15(d) of the Exchange Act.
 Commission file number 000-1326205
 INDIA GLOBALIZATION CAPITAL, INC.
  Maryland
(State or other jurisdiction of incorporation 
or organization)
    
    20-2760393
(I.R.S. Employer Identification No.)
 4336 Montgomery Ave. Bethesda, Maryland 20814
 (301) 983-0998
  Title of Each Class
    
    Name of exchange on which registeredUnits, each consisting of one share of Common Stock
    
    American Stock Exchangeand two WarrantsCommon Stock
    
    American Stock ExchangeCommon Stock Purchase Warrants
    
    American Stock Exchange
 None.
 o þ
 o þ
 þ o
 þ
 þ o
 None.
   o þ
 Documents incorporated by reference: None.
 o þ




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INDEX
 PART IIITEM 5. MARKET FOR MEMBERSHIP UNITS AND RELATED MEMBER MATTERSITEM 6. MANAGEMENTS DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONITEM 7. FINANCIAL STATEMENTSPART IIIITEM 13. EXHIBITSSIGNATURESCertificationCertificationSection 1350 CertificationSection 1350 Certification




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EXPLANATORY NOTE
   Item 5. Market for Commom Equity and
Related Stockholder Matters
   1




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PART II
 
 Item 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.
  Fiscal Year Ended March 31, 2006
    
    High
    
    
    LowMarch 31, 2006
    
    $
    6.79
    
    
    $
    6.31
  Unregistered Sales of Equity Securities
  Use of Proceeds from the Public Offering
   Aggregate price of the
    
    
    
    
    
    Aggregate price of theAmount Registered
    
    amount registered
    
    Amount Sold
    
    amount sold to date11,304,500 units
    
    $
    67,827,000
    
    
    11,304,500 units
    
    $
    67,827,000
  2




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Item 6. MANAGEMENTS DISCUSSION AND ANALYSIS.
 Forward-Looking Statements
   Plan of Operation
   
    
    may significantly reduce the equity interest of our stockholders;
    
    will likely cause a change in control if a substantial number of our shares of common
stock or voting preferred stock are issued, which may affect, among other things, our
ability to use our net operating loss carry forwards, if any, and may also result in the
resignation or removal of one or more of our present officers and directors;
    
    may adversely affect the voting power or other rights of holders of our common stock if
we issue preferred stock with dividend, liquidation, conversion or other rights superior to
the common stock; and
    
    may adversely affect prevailing market prices for our common stock, warrants or units.
  
    
    may lead to default and foreclosure on our assets if our operating revenues after a
business combination are insufficient to pay our debt obligations;
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
    
    may cause an acceleration of our obligations to repay the debt even if we make all
principal and interest payments when due if we breach the covenants contained in the terms
of the debt documents, such as covenants that require the maintenance of certain financial
ratios or reserves, without a waiver or renegotiation of such covenants;
    
    may create an obligation to immediately repay all principal and accrued interest, if
any, upon demand to the extent any debt securities are payable on demand; and
    
    may hinder our ability to obtain additional financing, if necessary, to the extent any
debt securities contain covenants restricting our ability to obtain additional financing
while such security is outstanding, or to the extent our existing leverage discourages
other potential investors.
   
    
    Payment of the purchase price for the business combination;
    
    Payment of the fees and costs due to Ferris, Baker Watts, Inc. as representative of the
underwriters and financial advisor to the company;
    
    Payment of any finders fees or professional fees and costs; and
    
    Payment of any fees and costs the Company may incur in connection with any equity or
debt financing relating to the business combination.
    
    In addition, the Company will repay the outstanding balance of the aggregate $870,000
in loans made by Mr. Mukunda and Dr. Krishna to the Company and any deferred expenses.
  
    
    Approximately $300,000 of expenses for legal, accounting and other expenses attendant
to the due diligence investigations, structuring and negotiating of a business combination;
    
    Approximately $185,000 of expenses for the due diligence and investigation of a target
business;
    
    Approximately $115,000 of expenses in legal and accounting fees relating to our SEC
reporting obligations;
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
    
    Approximately $96,000 of expenses in fees relating to our office space and certain
general and administrative services; and
    
    Approximately $184,000 for travel, general working capital that will be used for
miscellaneous expenses and reserves, including for director and officer liability insurance
premiums, deposits, down payments and/or funding of a no shop provision in connection
with a prospective business transaction and for international travel with respect to
negotiating and finalizing a business combination.
    Competition
  
    
    our obligation to seek stockholder approval of a business combination or obtain the
necessary financial statements to be included in the proxy materials to be sent to
stockholders in connection with a proposed business combination may delay the completion of
a transaction;
    
    our obligation to convert into cash shares of common stock held by our public
stockholders in certain instances may reduce the resources available to us for a business
combination; and
    
    our outstanding warrants and the purchase option granted to Ferris, Baker Watts, Inc.,
and the future dilution they potentially represent, may not be viewed favorably by certain
target businesses.
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Off Balance Sheet Arrangements
  6




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Item 7. FINANCIAL STATEMENTS.
 INDEX TO FINANCIAL STATEMENTS
 PageReport of independent registered public accounting firm
    
    
    8Balance sheet as of March 31, 2006
    
    
    9Statement of operations for the period from April 29, 2005 (date of inception) through March 31, 2006
    
    
    10Statement of stockholders equity for the period from April 29, 2005 (date of inception) through March 31, 2006
    
    
    11Statement of cash flows for the period from April 29, 2005 (date of inception) through March 31, 2006
    
    
    12Notes to financial statements
    
    
    13
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
     GOLDSTEIN GOLUB KESSLER LLP
 
 8




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##### Table of Contents



India Globalization Capital, Inc.
(a development stage company)
 
 BALANCE SHEET
(Restated)
 March 31, 2006ASSETSCurrent Assets:Cash
    
    $
    2,210Investments held in Trust Fund
    
    
    65,825,016Prepaid expenses and other current assets
    
    
    76,766Total Current Assets
    
    
    65,903,992Deferred tax assetsFederal and State, net of valuation allowance
    
    
    25,000Total Assets
    
    $
    65,928,992LIABILITIES AND STOCKHOLDERS EQUITYCurrent Liabilities:Accrued expenses
    
    $
    286,105Notes payable to stockholders
    
    
    870,000Taxes payable
    
    
    70,000Due to underwriters
    
    
    1,769,400Total current liabilities
    
    $
    2,995,505Common stock subject to possible conversion, 2,259,770 at conversion value (Note A)
    
    
    12,762,785COMMITMENTSSTOCKHOLDERS EQUITYPreferred stock $.0001 par value; 1,000,000 shares authorized; none issued and outstanding
    
    
    Common stock  $.0001 par value; 75,000,000 shares authorized; issued and outstanding 13,974,500
    
    
    1,397Additional paid-in capital
    
    
    50,613,145Deficit accumulated during the development stage
    
    
    (443,840
    )Total stockholders equity
    
    $
    50,170,702TOTAL LIABILITIES AND STOCKHOLDERS EQUITY
    
    $
    65,928,992
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India Globalization Capital, Inc.
(a development stage company)
 
 STATEMENT OF OPERATIONS
 (Restated)
 April 29, 2005(Date of inception)through March 31, 2006Legal and formation, travel and other start up costs
    
    $
    (73,683
    )Compensation expense
    
    
    (535,741
    )Interest income
    
    
    210,584Loss before income taxes
    
    
    (398,840
    )Provision for income taxes, net
    
    
    45,000Net loss
    
    $
    (443,840
    )Net loss per share: Basic and diluted
    
    $
    (0.14
    )Weighted average number of shares outstandingbasic and diluted
    
    
    3,191,000
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India Globalization Capital, Inc.
(a development stage company)
 
 STATEMENT OF STOCKHOLDERS EQUITY
 (Restated)
 DeficitAccumulatedAdditional
    
    
    during the
    
    
    TotalCommon Stock
    
    
    Paid-in
    
    
    Development
    
    
    StockholdersShares
    
    
    Amount
    
    
    Capital
    
    
    Stage
    
    
    EquityIssuance of common stock to founders at $.01 per
share (1,750,000 shares on May 5, 2005 and
750,000 shares on June 20, 2005)
    
    
    2,500,000
    
    
    $
    250
    
    
    $
    24,750
    
    
    
    
    
    
    $
    25,000Surrendered shares (on September 7, 2005 and
February 5, 2006 of 62,500 and 137,500
respectively)
    
    
    (200,000
    )
    
    
    (20
    )
    
    
    20
    
    
    
    
    
    
    
    Issuance of common stock to founders at $.01 per
share on February 5, 2006
    
    
    200,000
    
    
    
    20
    
    
    
    537,721
    
    
    
    
    
    
    
    537,741Sale of 170,000 units in a private placement
    
    
    170,000
    
    
    
    17
    
    
    
    1,019,983
    
    
    
    
    
    
    
    1,020,000Sale of 11,304,500 units, net of underwriters
discount and offering expenses (including
2,259,770 shares subject to possible conversion)
and $100 from underwriters option
    
    
    11,304,500
    
    
    
    1,130
    
    
    
    61,793,456
    
    
    
    
    
    
    
    61,794,586Proceeds subject to possible conversion of shares
    
    
    
    
    
    
    
    
    
    
    (12,762,785
    )
    
    
    
    
    
    
    (12,762,785
    )Net loss for the period
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    (443,840
    )
    
    
    (443,840
    )Balance at March 31, 2006
    
    
    13,974,500
    
    
    $
    1,397
    
    
    $
    50,613,145
    
    
    $
    (443,840
    )
    
    $
    50,170,702
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India Globalization Capital, Inc.
(a development stage company)
 
 STATEMENT OF CASH FLOWS
 (Restated)
 April 29, 2005(Date ofInception)throughMarch 31, 2006Cash flows from operating activities:Net loss
    
    $
    (443,840
    )Adjustment to reconcile net loss to net cash used in operating activities:Interest earned on Treasury Bills
    
    
    (203,022
    )Non-cash compensation expense
    
    
    535,741Deferred taxes
    
    
    (25,000
    )Changes in:Prepaid expenses and other current assets
    
    
    (76,766
    )Accrued expenses
    
    
    47,679Taxes payable
    
    
    70,000Net cash used in operating activities
    
    
    (95,208
    )Cash flows from investing activities:Purchase of treasury bills
    
    
    (131,229,427
    )Maturity of treasury bills
    
    
    65,780,000Increase in cash held in trust
    
    
    (172,567
    )Net Cash used in investing activities
    
    
    (65,621,994
    )Cash flows from financing activities:Issuance of common stock to founders
    
    
    27,000Payments of offering costs
    
    
    (4,024,688
    )Proceeds from notes payable to stockholders
    
    
    870,000Proceeds from issuance of underwriters option
    
    
    100Gross proceeds from initial public offering
    
    
    67,827,000Proceeds from private placement
    
    
    1,020,000Cash provided by financing activities
    
    
    65,719,412Net increase in cash and cash at end of period
    
    $
    2,210Supplemental schedule of non cash financing activities:Accrual of offering costs
    
    $
    238,426Accrual of deferred underwriters fees
    
    $
    1,769,400
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NOTE A  ORGANIZATION AND BUSINESS OPERATIONS
     NOTE B  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
  13
    Table of Contents   
           NOTE C  INITIAL PUBLIC OFFERING
   14




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NOTE D  INVESTMENTS HELD IN TRUST FUND
  Investment held for the benefit of the Company
    
    $
    63,845,850Investment held for the benefit of the Underwriter
    
    
    1,769,400Investment earnings (available to fund Company expenses up
to a maximum of $2,150,000)
    
    
    209,766$
    65,825,016
 NOTE E  NOTES PAYABLE TO STOCKHOLDERS
  NOTE F  RELATED PARTY TRANSACTION
  15




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NOTE G  COMMON STOCK
   NOTE H  INCOME TAXES
  Current:Federal
    
    $
    70,000Deferred:Federal
    
    
    (25,000
    )Net tax provision
    
    $
    45,000
  Statutory Federal income tax rate
    
    
    34
    %State tax benefit net of federal tax
    
    
    (3
    )%Increase in state valuation allowance
    
    
    3
    %Other
    
    
    (1
    )%Effective income tax rate
    
    
    33
    %
  Operating costs deferred for income tax purposes
    
    $
    30,000Less: Valuation Allowance
    
    
    (5,000
    )Net deferred tax asset
    
    $
    25,000
  16




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NOTE I  COMMITMENTS
    NOTE J  PREFERRED STOCK
  17




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PART III
 
 Item 13. EXHIBITS.
  Exhibit No.
    
    Exhibit31.1
    
    Certificate pursuant to 17 CFR 240.13a-14(a).31.2
    
    Certificate pursuant to 17 CFR 240.13a-14(a).32.1
    
    Certificate pursuant to 18 U.S.C. § 1350.32.2
    
    Certificate pursuant to 18 U.S.C. § 1350.
 
 SIGNATURES
  INDIA GLOBALIZATION CAPITAL, INC.Date: August 31, 2006
    /s/ Ram MukundaRam MukundaChief Executive Officer and President
(Principal Executive Officer)Date: August 31, 2006
    /s/ John CherinJohn CherinChief Financial Officer and Treasurer
(Principal Financial and Accounting Officer)  Date: August 31, 2006
    /s/ Dr. Ranga KrishnaDr. Ranga Krishna, DirectorDate: August 31, 2006
    /s/ Sudhakar ShenoySudhakar Shenoy, DirectorDate: August 31, 2006
    /s/ Ram MukundaRam Mukunda, DirectorDate: August 31, 2006
    /s/ John CherinJohn Cherin, Director 18